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Warning: Spoiler alert! Do not proceed if you have not watched Thursday’s episode of Grey’s Anatomy.

We’re not emotional, you’re emotional!

Grey’s Anatomy pulled out all the stops on Thursday’s heartbreaking episode, titled “Be Still, My Soul,” beautifully capturing the final days of a loved one’s life after being diagnosed with cancer. The latest installment, which marked Ellen Pompeo’s directorial debut, began with Maggie Pierce (Kelly McCreary) desperately seeking any and all options or her dying mother, Diane (LaTanya Richardson Jackson), who had received word months earlier that she had inflammatory breast cancer.

After Maggie got the green light to enter her mom into an aggressive clinical trial -- what would be her last effort to save her -- Diane’s health began to deteriorate rapidly, to the point where she tells Maggie she’s ready to accept her reality and stop all treatment. During a quiet moment between mother and daughter, Diane doled out life advice to Maggie (find a worthy man, “be slutty” and make some mistakes) as the Grey Sloan surgeon painted her nails. When Maggie went over to open the window to let some air in, that’s when her mom unexpectedly dies.

“It was sad as hell,” McCreary tells ET of the gut-wrenching episode. “There were so many moments that just destroyed me.” The 33-year-old Milwaukee, Wisconsin, native pointed to one scene in particular that opened up the floodgates: “When Diane says [to Richard in the hospital room], ‘I don’t want to die,’ it’s like, ‘Ugh, gosh, nobody does, Nobody does. We don’t want you to go either!’”

Following the episode, McCreary spoke with ET about Maggie’s devastating loss, her reunion with her father and what’s next.

ET: What was your reaction when you watched the episode for the first time?

Kelly McCreary: To be honest, I didn’t actually want to watch it. It was such an incredible experience and I’m not far enough away from it to have enough perspective to watch the episode objectively and be able to tell if we achieved what we wanted to in the storytelling. I still have a very vivid memory of what it was like to shoot each of those moments that are on screen, and so it was a strange experience to watch it the first time. I did also keep checking out [the episode], like “Oh, that’s a really beautiful shot. The lighting in that scene is gorgeous!” and noticing how Ellen’s work came to fruition in the end. I think she was incredibly successful in doing everything that the script needed to tell a completely heartbreaking story. There was a real depth to the storytelling that I know comes from her own experience working on the show for such a long time and her own personal experience to Maggie’s journey.

Which moment was the most emotional for you to film or one you weren’t sure if you could get through in one piece?

There were no moments I didn’t think I could get through. I think what was most surprising was to find that it never felt less sad. Every scene was tough. In the tough scenes, the tears never dried up because it never stopped being horrible and devastating. In the scene when Diane actually dies, that was rough for Maggie and it was absolutely devastating for Maggie. But also when we called “cut,” [starts choking up] I’m actually getting emotional thinking about it because everyone in the room -- it touched everyone very deeply. Everyone felt very connected to both Maggie and Diane in that moment and maybe they were reflecting experiences like that in their own lives and it took us all a while to recover from each take of that scene.

When Maggie goes over and opens the window, Ellen said she wanted the sun shining on her daughter as a visual symbol of Diane’s death. Was that particularly poignant for you?

Yeah, it was. It was such a great idea. That moment was there in the script that Maggie goes over to the window, meanwhile her mother is dying behind, but what Ellen added to that was the timing of everything so that we understood that by the time Maggie got to the window that her mother was already gone and already shining a light, already looking down, already making the clouds clear and be a beacon of light and protection for her. Ellen really seized the opportunity there to enhance that storytelling.

What is Maggie’s grieving process going to look like? What are those initial few days like for her?

We don’t actually see the initial few days. It’s unsurprising [because] we understand how Maggie goes through things. Maggie is practical and she likes to have control over things and she takes the time off from work to grieve and to visit her mother’s grave and start the process in that way. And then she goes back to work and starts to lean for support on the things that are the pillars of her life: her work and her family. She goes right back to work because that’s healing for her and she spends time with her sisters because that’s healing for her. Beyond that, Maggie’s really eager to get back to normal, but I hope that we’ll get to see Maggie take some of what Diane said to heart. I think she says “be a little lazy,” “be slutty” and I really liked the “wear lipstick.” Maggie’s on a search for her perfect color; we’re going to see her a bold lip in the near future, I can feel it. (Laughs.)

Will Maggie take her mother’s advice to “make mistakes,” “be slutty” and let loose a little?

You don’t get to be Chief of Cardiovascular Surgery by the age of 31 by being lazy and slutty your whole life, you know? (Laughs.) Everybody ought to give themselves the freedom to change. Because Maggie loves her mother and she may take those words to heart in order to keep her memory alive.

Her mom also advised her to fall in love with a man who’s worthy. Does Maggie believe she’s already found that man?

Maggie definitely hasn’t met that man, but it’s not for lack of trying. I want to be clear. She’s got her eyes open, she’s looking around, but nobody’s come along yet. Who will it be? I don’t know. Maggie wants the same thing for herself that her mother wants. How she goes about pursuing getting that going forward, that remains to be seen.

Maggie’s reunion with her father was an incredibly sweet moment.

It was one of those moments where we wanted more, more, more. I was like “Oh my god, we’ve got Maggie’s dad here! Let’s do more! Let’s know more about him. Let’s investigate this relationship.” I hope we get to do that at a later date. At that moment, he was the only one she needed. She had tons of people there who love and support her; Richard was there, Amelia was there, Meredith was there, Nathan was there to hold her and all of the doctors at the hospital that helped her along the journey. But she needed her dad and I loved that we got to see that moment of her completely being able to let go and be held by the man who nurtured her into the woman that she is.

Looking back, what did you enjoy most about working with LaTanya? Was there anything that you learned from her?

When we would sit together off-camera, she always had great stories to tell. LaTanya has a directorial, but almost dramaturgical mind. She approached the material from a different standpoint than I do and other actors who I work with. I really liked watching her analyze the material from that perspective and try to find her way into Diane’s journey. She’s an incredibly effective communicator and watching make her case for little line changes or the way she would ask questions about where Diane was coming from -- she has a very empowered way of communicating and getting everybody on board so everybody feels like they won the argument.

Where do you want to see Maggie’s story go before the season ends?

Oh gosh. I would like to see some resolution on the Meredith and Nathan and Maggie front. I like the idea of following her mother’s advice and I hope she does.

What did you think of Thursday’s heartbreaking episode? Tell us your thoughts in the comments below or tweet us at @etnow!